ONCA changes are coming…be informed
At the last meeting of HYC’s Committee of Management, I shared an update on the work of the subcommittee reviewing and revising our bylaws to make sure they are in compliance with the new provincial piece of legislation called the “Ontario Not for profit Corporations Act”, or ONCA. The Act sets out how not-for-profit corporations in Ontario are to be created, governed and dissolved. While complying with the Act isn’t optional, this new legislative framework is also an opportunity for us to revise aspects of our existing bylaws that no longer reflect our current practices, and to modernize our governance.
Governance is one of words that can cause people to quickly tune out. It can seem abstract, needlessly technocratic and far removed from the day-to-day realities of OD duties, work hour projects, and fixing and enjoying our boats. Yet governance is the foundation of the legal basis of our club, and is essential to its smooth operation. ONCA clarifies what it means to be a member of a non-profit organization, how and when that organization must meet, elect its directors, present and audit its financial records, and much more. It is incredibly specific in its prescriptions, as you would imagine for an act of parliament more than 100 pages long and 10 years in the making.
The Act requires that we, along with all other non-profit organizations in the province, hold a special meeting for the purposes of a membership vote to adopt a revised set of bylaws that conform to the Act, and then to refile our Articles of Incorporation, all before October 2024. Or else,by default, the entire Act itself becomes our bylaws and heaven knows we don’t want that. And so the work continues.
To date, the subcommittee – chaired by Jim Body, and including Pauline Carpenter, Helen Haresign, Jessica Templin and me – has met formally more than a dozen times since November 2021, and has undertaken a deep dive into the Act and companion documents, Ontario Sailing Association presentations, related Community Legal Education Ontario literature and more. We’ve conducted a line by line review of our existing bylaws against an ONCA–compliant bylaw template, and sought repeated input from OSA policy analyst Lisa Roddie. It is fascinating though often tedious work, trying to harmonize the old with the new, and to imagine all manner of scenarios to which a certain bylaw provision might apply in future. Look for a future Halyard article from Jim that provides greater depth on what the subcommittee has been up to and what it has found thus far.
One of our key takeaways has been that much of what is in the current HYC ‘blue book’ are not in fact bylaws as defined by the Act, but are better understood as unique HYC Policies and Procedures, which can be developed, changed and implemented by the HYC Board. They are not concerned with governance, in the strictest sense, but operations. Of course, these are the things most members are interested in and concerned about. They are tremendously important to the functioning of the club and reflect our desires and practices. But they are not bylaws subject to the amending formula laid out in the Act. The over-arching purpose of the Act was to mandate an effective and standardized governance framework for non-profits across the province, while at the same time to provide non-profit Boards with the operational flexibility to meet their own organization’s needs in the best interests of their members.
This is not the first time I have written or spoken about ONCA and the ongoing revisions to HYC’s bylaws and policies. And it certainly won’t be the last. There will be upcoming member information sessions, and numerous materials shared on all our platforms, as together we move this necessary project forward.
